SEC Comment Letter 0000000000-23-003765 to AMERISERV FINANCIAL INC /PA/ (ASRV) (CIK 0000707605) (ASRV)
AMERISERV FINANCIAL INC /PA/ (ASRV) (CIK 0000707605)
Date: April 14, 2023 · CIK: 0000707605 · Accession: 0000000000-23-003765
AI Filing Summary & Sentiment
File numbers found in text: 000-11204
Letter
United States securities and exchange commission logo April 14, 2023 Patrick Gadson Partner Vinson & Elkins LLP The Grace Building 1114 Avenue of the Americas 32nd Floor New York, NY 10036 Re:AMERISERV FINANCIAL INC /PA/ PREC14A filed April 6, 2023 File No. 000-11204 Dear Patrick Gadson: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Note that capitalized terms used here but not otherwise defined have the same meaning as in the proxy statement listed above. PREC14A filed April 6, 2023 General 1.The proxy card does not appear to provide any instructions or guidance with respect to cumulative voting, nor any space in which a shareholder can indicate its own instructions or preferences with respect to how it would like its votes to be divided among the various director nominees. Please revise, or advise. 2.Please disclose additional detail regarding the Board's reasons for rejecting the Purported Nomination Notice, including, in particular, the fact that the Board determined that Mr. Cooper's nomination "does not comply with AmeriServ’s interlocks bylaw that prohibits Board members and nominees to the Board from, among other things, concurrent
FirstName LastNamePatrick Gadson Comapany NameVinson & Elkins LLP April 14, 2023 Page 2 FirstName LastName Patrick Gadson Vinson & Elkins LLP April 14, 2023 Page 2 directorships with other depository institutions," as was disclosed in a press release issued by the Company and attached as an exhibit to a March 15 Form 8-K filed by the Company, and regarding which the Company's counsel disclosed additional detail in a letter sent to Mr. Cooper's counsel, which letter was also attached as an exhibit to the same March 15 Form 8-K.
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to David Plattner at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers and Acquisitions
Show Raw Text
United States securities and exchange commission logo
April 14, 2023
Patrick Gadson
Partner
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
Re:AMERISERV FINANCIAL INC /PA/
PREC14A filed April 6, 2023
File No. 000-11204
Dear Patrick Gadson:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Note that capitalized terms used here but not otherwise defined have the same meaning as in the
proxy statement listed above.
PREC14A filed April 6, 2023
General
1.The proxy card does not appear to provide any instructions or guidance with respect to
cumulative voting, nor any space in which a shareholder can indicate its own instructions
or preferences with respect to how it would like its votes to be divided among the various
director nominees. Please revise, or advise.
2.Please disclose additional detail regarding the Board's reasons for rejecting the Purported
Nomination Notice, including, in particular, the fact that the Board determined that Mr.
Cooper's nomination "does not comply with AmeriServ’s interlocks bylaw that prohibits
Board members and nominees to the Board from, among other things, concurrent
FirstName LastNamePatrick Gadson
Comapany NameVinson & Elkins LLP
April 14, 2023 Page 2
FirstName LastName
Patrick Gadson
Vinson & Elkins LLP
April 14, 2023
Page 2
directorships with other depository institutions," as was disclosed in a press release issued
by the Company and attached as an exhibit to a March 15 Form 8-K filed by the
Company, and regarding which the Company's counsel disclosed additional detail in a
letter sent to Mr. Cooper's counsel, which letter was also attached as an exhibit to the
same March 15 Form 8-K.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions